Section 2115 of the California Corporations Code asserts control over select internal affairs of a foreign corporation if the corporation satisfies the two tests outlined in the statute. Examples of internal affairs include the election and removal of directors, method of voting for directors, and reorganizations and mergers. This Comment examines section 2115 in relation to the commerce clause of the United States Constitution. California's interests in enforcing the statute are balanced against the burdens imposed upon the free flow of interstate commerce. The author concludes that application of section 2115 excessively burdens interstate commerce and is therefore unconstitutional.
Mark E. Kruse,
California's Statutory Attempt to Regulate Foreign Corporations: Will It Survive the Commerce Clause,
San Diego L. Rev.
Available at: https://digital.sandiego.edu/sdlr/vol16/iss5/7